The New York Stock Exchange is merging with electronic exchange Archipelago Holdings Inc. to form a new public company to be known as NYSE Group.

The new entity will be 70% owned by the NYSE’s shareholders and 30% by ArcaEx’s owners. The NYSE’s regulatory function will be spun off into an independent non-profit entity.

In announcing the deal Wednesday, NYSE chief executive John Thain said that the combination, and the public listing of the NYSE, will lead to greater efficiency and innovation. With this deal, the NYSE will both go public and fully embrace electronic trading as it never has in the past.

“This combination will be good for investors and for America. It will create a strong, dynamic and innovative enterprise capable of meeting the demands of investors and issuers throughout the world in the decades ahead,” said Thain. “As we look to the future and to the challenge of competing globally in a high-speed electronically connected world, it is clear that we must do more. This transaction will mean we will be more diversified and transparent, and better able to compete, grow and serve our customers.”

“It will also enhance the depth and resilience of America’s capital marketplace by bringing together the strength of NYSE’s auction market and the speed and entrepreneurialism of Archipelago. Today, publicly held exchanges such as those in London, Frankfurt, Toronto and Sydney are aggressively competing to expand their reach and share of market in the new global arena. On behalf of the NYSE board of directors, board of executives and my colleagues, we look forward to working with the Archipelago team to strengthen our position as a world-class competitor and to provide the highest levels of market quality and service to our customers,” he added.

“We are thrilled to join forces with the New York Stock Exchange to create a truly world-class securities marketplace,” said Jerry Putnam, CEO of Archipelago. “This combination benefits investors by providing a stronger and broader platform for trading and strengthens our abilities to expand into new products and services. It will also benefit the U.S. capital markets, as NYSE Group, Inc. becomes a leading player in global markets. And we believe this merger creates Archipelago shareholder value through expense synergies and revenue growth opportunities.”

The transaction is subject to approval by members of the NYSE and shareholders of Archipelago as well as certain government approvals, including the Securities and Exchange Commission. The merger is expected to close in either the fourth quarter of 2005 or the first quarter of 2006.

Three independent Archipelago directors will join the existing 11 independent NYSE directors. Thain will become CEO of the NYSE Group Inc. Archipelago CEO Putnam will join the NYSE’s Catherine Kinney and Robert Britz as NYSE Group co-presidents. Amy Butte, NYSE CFO, will be executive vice president of Strategy and Product Development.

The non-profit SRO board will consist of independent members of the board of the holding company and will include unaffiliated directors. NYSE Regulation will fund its operation from dedicated regulatory fees and long-term regulatory service contracts.

Goldman Sachs & Co. acted as financial advisor to Archipelago and the NYSE. Greenhill and Co. provided a fairness opinion to Archipelago, Lazard Freres & Co. LLC provided a fairness opinion to the NYSE.

On Wednesday, ArcaEx reported net income of US$13.2 million for the first quarter of 2005 as compared to US$12.5 million for the fourth quarter of 2004. And, the NYSE reported net income of US$24.9 million for the quarter, compared to US$11.5 million in the year-ago quarter and US$9.3 million for the fourth quarter of 2004.